SEC Form SC 14D9/A filed by Turning Point Therapeutics Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14D-9

 

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 4)

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TURNING POINT THERAPEUTICS, INC.

(Name of Subject Company)

 

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Turning Point Therapeutics, Inc.

(Name of Person Filing Statement)

 

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Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

90041T108

(CUSIP Number of Class of Securities)

 

Athena Countouriotis, M.D.

President and Chief Executive Officer

Turning Point Therapeutics, Inc.

10628 Science Center Drive, Ste. 200

San Diego, California 92121

(858) 926-5251

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement)

 

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With copies to:

 

Barbara L. Borden

Rowook Park

Charles J. Bair

Cooley LLP

4401 Eastgate Mall

San Diego, CA 92121

(858) 550-6000

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☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

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This Amendment No. 4 (this “Amendment No. 4”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as further amended or supplemented from time to time, the “Schedule 14D-9”) previously filed by Turning Point Therapeutics, Inc., a Delaware corporation (the “Company” or “Turning Point”), with the Securities and Exchange Commission on June 17, 2022, relating to the tender offer on Schedule TO filed with the Securities and Exchange Commission on June 17, 2022 by Bristol-Myers Squibb Company, a Delaware corporation (“Bristol-Myers Squibb”) and Rhumba Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Bristol-Myers Squibb (“Purchaser”), pursuant to the terms and subject to the conditions of an Agreement and Plan of Merger, dated as of June 2, 2022 (the “Merger Agreement”), by and among the Company, Bristol-Myers Squibb and Purchaser to acquire all of the outstanding shares of common stock of Turning Point, $0.0001 par value per share (the “Shares”) at an offer price of $76.00 per Share in cash, without interest, subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 17, 2022  (as amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase and other related materials, as amended or supplemented from time to time, the “Offer”). Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.

 

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment No. 4. This Amendment No. 4 is being filed to reflect certain updates as set forth below.

 

 

Item 8 “Additional Information” of the Schedule 14D-9 is hereby amended and supplemented as follows:

 

3.     By adding a new section titled “—Expiration of the Offer Period; Completion of the Merger” immediately before the section titled “—Cautionary Note Regarding Forward-Looking Statements” on page 38 as follows:

 

“Expiration of the Offering Period; Completion of the Merger

 

The Purchaser expects to promptly accept for payment, on August 17, 2022, all Shares validly tendered and not validly withdrawn pursuant to the Offer. The Purchaser will promptly pay for all Shares accepted pursuant to the Offer. Bristol-Myers Squibb expects the Merger to close on August 17, 2022, promptly following the acceptance of all Shares validly tendered and not validly withdrawn pursuant to the Offer, with Purchaser merging with and into Turning Point, with Turning Point continuing as the surviving corporation and a wholly owned subsidiary of Bristol-Myers Squibb.

 

Following the consummation of the Merger, the Shares will be delisted and will cease to trade on the Nasdaq Global Select Market. Bristol-Myers Squibb and Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of Turning Point’s reporting obligations under the Exchange Act as promptly as practicable.”

 

 

Item 9 “Exhibits” of the Schedule 14D-9 is hereby amended and supplemented by adding the following Exhibit to the list of Exhibits:

Exhibit No.		Description
(a)(16)		Press Release issued by Bristol-Myers Squibb Company, dated August 16, 2022 (incorporated by reference to Exhibit (a)(5)(ix) to Amendment No. 4 to the Schedule TO, filed August 16, 2022).

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

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